2. Section 8.4 of the Loan Agreement is hereby amended to delete Section 8.4(c).3. Borrower and Lender agree that a Low LCR Cash Sweep Period is currently in effect. Borroweracknowledges and agrees that Lender shall on the date hereof apply the entirety of the funds heldin the LCR Deterioration Reserve Account on June 30, 2011, one-half (1/2) to Amended and RestatedNote A-1 and one-half (1/2) to Amended and Restated Note A-2, toward the payment of the remainingprincipal of said Notes, without the imposition of the otherwise applicable Yield MaintenancePremium. As of June 30, 2011, the amount on deposit in the LCR Deterioration Reserve Account is$38,349,062.48.4. If the Low LCR Cash Sweep Period is still in effect on July 30, 2014, then in that event,Lender may, in its sole discretion, at any time thereafter while the Low LCR Cash Sweep Period isin effect, apply all of the funds (less $2,000,000.00) in the LCR Deterioration Reserve Account,one-half (1/2) to Amended and Restated Note A-1 and one-half (1/2) to Amended and Restated NoteA-2, without the imposition of the otherwise applicable Yield Maintenance Premium.5. So long as a Low LCR Cash Sweep Period is in effect, Lender agrees, in the reasonableexercise of its discretion, to disburse funds from the LCR Deterioration Reserve Account toBorrower for the payment of the cost of alterations, repairs, replacements and other improvementsto the Property and the Improvements and the Building Equipment, on a location by location basis,from time to time, in response to Borrower requests for the same.6. At such time as the Low LCR Cash Sweep Period ends, Borrower may request a disbursement toBorrower of all funds remaining in the LCR Deterioration Reserve Account, and upon Borrowerproviding proof satisfactory to Lender that the term of the Master Lease has been extended on thesame terms and conditions currently contained therein for an additional five (5) years, disburseall of said funds to Borrower.7. In order to induce Lender to enter into this Fifth Amendment, Borrower shall pay Lender afee of one percent (1%) of the outstanding principal balance of the Loan as of the date hereof,one-half (1/2) thereof to be paid on or before August 15, 2011, and one-half (1/2) thereof onDecember 30, 2011, both by wire transfer of federal funds, from Borrower’s separate funds, not fromthe Holding Account or any sub-accounts thereof held by Lender.8. Borrower hereby represents, warrants, acknowledges and covenants to and with Lender that:(a) To the best of Borrower’s knowledge, no Event of Default or Default under any of the LoanDocuments has occurred and is continuing.(b) As of the date hereof (but not as to any matters arising hereafter), Borrower has nodefenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoeveragainst Lender or any of Lender’s predecessors in interest or any subsidiary of Lender or any ofthe past, present and future officers, directors, contractors, employees, agents, servicers(including, but not limited to, LNR Partners, LLC, and Wachovia Bank, National Association),attorneys, representatives, participants, successors and assigns of Lender and Lender’spredecessors in interest (collectively, the “**Lender Partners**”) with respect to: (i) the Loan; (ii)the Loan Documents; (iii) any other documents or instruments now or previously evidencing, securingor in any way relating to the Loan; (iv) the administration or funding of the Loan; or (v) thedevelopment, operation or financing of the Property. To the extent Borrower would be deemed to haveany such defenses, setoffs, claims, counterclaims or causes of action as of the date hereof,Borrower waives and relinquishes them.
 
2

 
(c) Borrower acknowledges that as of the date hereof, the outstanding principal balance of theLoan is $285,668,985.72. In the event of an error or omission in the foregoing information,neither Borrower nor Lender in any way prejudices their respective right and entitlement to allmonies lawfully due Lender and/or obligations regarding the same.(d) Borrower reaffirms and confirms the truth and accuracy of all representations andwarranties set forth in the Loan Documents as if made on the date hereof, except to the extent suchrepresentations and warranties may be subject to change in the ordinary course of Borrower’sbusiness (to the extent permitted by the Loan Documents).(e) To the best of Borrower’s knowledge, no representation or warranty of Borrower in thisFifth Amendment or of Guarantor or Maryland Guarantor or Indemnitor executing a Joinder heretocontains any untrue statement of material fact or intentionally omits to state a material factnecessary in order to make such representations and warranties not misleading in any materialrespect in light of the circumstances under which they are made. Any breach by Borrower or by anyof the parties executing a Joinder hereto of any of the representations, warranties or covenantsset forth herein or any Joinder hereto, after expiration of all applicable notice and cure periods,shall constitute an Event of Default under the Loan Documents.(f) All certifications set forth in the Borrower’s Certificate of even date are true andcorrect in all material respects. The Borrower/Lessor and Lessee Certificate by Borrower as Lessorand BlueLinx Corporation as Lessee is true and correct in all material respects.9. **Miscellaneous items**:9.1 **Ratification**. Borrower hereby ratifies and confirms to Lender, as of the datehereof that, except as otherwise expressly and specifically modified by the terms of this FifthAmendment, all of the terms, representations, warranties, covenants, indemnifications andprovisions of the Note, the Loan Agreement and the other Loan Documents are and shall remain infull force and effect as legally and binding obligations of Borrower. Consent by Lender shall notconstitute or imply consent to any other amendment or modification of the Loan Documents.9.2 **References**. All references in the Loan Documents to the Loan Agreement shall meanthe Loan Agreement, amended by the four (4) amendments described in the second Whereas clauseabove, as further amended hereby.9.3 **Counterparts**. This Fifth Amendment may be executed in any number of counterpartswith the same effect as if all parties hereto had signed the same document. All such counterpartsshall be construed together and shall constitute one instrument, but in making proof hereof itshall only be necessary to produce one such counterpart.9.4 **Successors and Assigns**. This Fifth Amendment shall be binding upon and inure tothe benefit of the parties and their respective heirs, legal representatives, successors andassigns.
 
3

 
9.5 **Governing Law**. This Fifth Amendment shall be governed by, and construed inaccordance with, the laws of the State of New York and any applicable law of the United States ofAmerica. The terms and conditions of Section 19.3 of the Loan Agreement are hereby incorporatedherein by this reference, with the same force and effect as if set forth herein in their entirety.9.6 **Waiver of Jury Trial**. BORROWER, GUARANTOR, MARYLAND GUARANTOR, INDEMNITORS ANDLENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, ANDWAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTEREXIST WITH REGARD TO THIS FIFTH AMENDMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING INCONNECTION HEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BYBORROWER, GUARANTOR, INDEMNITORS AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACHINSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER,GUARANTOR, MARYLAND GUARANTOR, INDEMNITOR AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OFTHIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.9.7 **No Modification**. No modification, amendment, extension, discharge, termination orwaiver of any provision of this Fifth Amendment or of any other Loan Document, nor consent to anydeparture by Borrower therefrom, shall in any event be effective unless the same shall be in awriting signed by the party against whom enforcement is sought, and then such waiver or consentshall be effective only in the specific instance, and for the purpose, for which given.9.8 **Defined Terms**. Unless otherwise defined in this Fifth Amendment, terms defined inthe Loan Agreement or in any of the other Loan Documents shall have their defined meanings whenused herein.(Signature on following page)
 
4

 
**IN WITNESS WHEREOF**, Borrower and Lender, joined by Guarantor, Maryland Guarantor andIndemnitor, have executed this Fifth Amendment as of the day and date first above written.**BORROWER**   ABP AL (MIDFIELD) LLC ABP AR (LITTLE ROCK) LLCABP CA (CITY OF INDUSTRY) LLC ABP CA (NATIONAL CITY) LLCABP CA (NEWARK) LLC ABP CO I (DENVER) LLCXXXXXXXXXXXXXXXXXXXX ABP CT (NEWTON) LLCABP CO II (DENVER) LLC ABP FL (MIAMI) LLCABP FL (LAKE CITY) LLC ABP FL (TAMPA) LLCABP FL (PENSACOLA) LLC ABP GA (LAWRENCEVILLE) LLCABP FL (YULEE) LLC ABP IL (UNIVERSITY PARK) LLCABP IA (DE MOINES) LLC ABP KY (INDEPENDENCE) LLCABP IN (ELKHART) LLC ABP MA (BELLINGHAM) LLCABP LA (SHREVEPORT) LLC ABP ME (PORTLAND) LLCABP MD (BALTIMORE) SUBSIDIARY LLC ABP MI (GRAND RAPIDS) LLCABP MI (DETROIT) LLC ABP MN (MAPLE GROVE) LLCABP MN (EAGAN) LLC ABP MO (KANSAS CITY) LLCABP MO (BRIDGETON) LLC ABP MS (PEARL) LLCABP MO (SPRINGFIELD) LLC ABP NC (CHARLOTTE) LLCABP NC (BUTNER) LLC ABP NJ (DENVILE) LLCABP LA (NEW ORLEANS) LLC ABP NY (YAPHANK) LLCXXXXXXXXXXXXXXXXXXXXXXXXX ABP OK (TULSA) LLCABP OH (TALMADGE) LLC ABP PA (ALLENTOWN) LLCABP OR (BEAVERTON) LLC ABP SC (CHARLESTON) LLCABP PA (STANTON) LLC ABP TN (ERWIN) LLCABP SD (SIOUX FALLS) LLC ABP TN (MADISON) LLCABP TN (MEMPHIS) LLC ABP TX (FORT WORTH) LLCABP TX (EL PASO) LLC ABP TX (HOUSTON) LLCABP TX (HARLINGEN) LLC ABP TX (SAN ANTONIO) LLCABP TX (LUBBOCK) LLC ABP VA (VIRGINIA BEACH) LLCABP VA (RICHMOND) LLC ABP WA (WOODINVILLE) LLCABP VT (SHELBURNE) LLC ABP WI (WAUSAU) LLC      Each entity listed above